Raman K. Chitkara
About Raman K. Chitkara
Independent Class III director of Arteris, Inc. since January 2021; age 66 as of April 10, 2025. Former PwC partner and Global Technology Industry Leader (1984–2018); serves as Audit Committee Chair and designated “audit committee financial expert.” Education: Bachelor of Commerce in accounting and business management, Shri Ram College of Commerce, University of Delhi. Tenure on AIP’s board extends through the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC (U.S.) | Partner; Global Technology Industry Leader | Sep 1984–Jun 2018 | Led technology industry practice; provides deep accounting/financial reporting expertise relevant to audit oversight. |
| Xilinx (public; acquired by AMD) | Director | Aug 2018–Feb 2022 | Public company board experience in semiconductors; governance perspective post M&A. |
External Roles
| Organization | Role | Tenure Start | Notes |
|---|---|---|---|
| SiTime Corporation (public) | Director | Nov 2019 | Supplier of silicon timing solutions; ongoing public board service. |
| Automation Anywhere (private) | Director | Mar 2021 | Software/RPA; private company board experience. |
Board Governance
- Committee assignments: Audit Committee (Chair), with members Wayne C. Cantwell and Antonio J. Viana; Chitkara designated “audit committee financial expert” and meets heightened SEC/Nasdaq independence standards.
- Independence: Board determined Chitkara independent under Nasdaq rules; all three standing committees comprised solely of independent directors.
- Attendance: In 2024 the Board met 7 times; Audit 4, Compensation 5, Nominating 4; each director attended at least 75% of Board and committee meetings. In 2023 the Board met 7; Audit 5; Compensation 6; Nominating 4; each director attended at least 75%.
- Board structure: CEO is Board Chair; Lead Independent Director role (Cantwell) presides over executive sessions of independent directors.
- Risk oversight: Audit Committee oversees major financial risk exposures, compliance with legal/regulatory requirements, related-person transactions, and cyber risk assessment policies.
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Board annual cash retainer | $50,000 | $50,000 |
| Audit Committee Chair fee | $20,000 | $20,000 |
| Other committee fees (non-chair) | $0 (not a member) | $0 (not a member) |
| Total cash fees paid | $70,000 | $70,000 |
Notes:
- Director fees are paid quarterly in arrears; directors may elect to receive cash fees in fully vested RSUs at the quarter’s end based on 30-trading-day average price.
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (policy value) | $150,000; Lead Independent Director $250,000 (policy) | $150,000; Lead Independent Director $250,000 (policy) |
| Stock awards (grant-date fair value recognized) | $228,152 | $147,738 |
| Unvested RSUs outstanding at year-end | 67,491 | 19,287 |
Vesting and plan terms:
- Initial RSU grant upon joining board: $300,000 value; vests one-third annually over three years. Annual RSU grants vest on the earlier of the first anniversary or the next annual meeting. All director equity fully vests upon change in control; directors may elect to defer RSU settlement to a fixed date, termination, or change in control.
- No performance-based equity (e.g., PSUs) or director-specific performance metrics disclosed; director equity is time-based RSUs.
Other Directorships & Interlocks
| Company | Relationship to AIP | Potential Interlock/Conflict |
|---|---|---|
| SiTime (public) | External directorship | No related-person transactions disclosed with SiTime; AIP policy requires Audit Committee review/approval of any related-person transactions. |
| Automation Anywhere (private) | External directorship | No related-person transactions disclosed. |
Related-party oversight:
- AIP has a written related person transaction policy; Audit Committee considers arm’s-length terms and material interests before approval/ratification.
- Disclosed related transactions since 2022 involve Transchip and a former director’s lease/consulting; none involve Chitkara.
Expertise & Qualifications
- Designated Audit Committee financial expert; financially sophisticated per SEC/Nasdaq definitions.
- 30+ years in accounting/audit and technology industry leadership at PwC; public company board experience at SiTime and Xilinx.
- Semiconductor ecosystem familiarity relevant to AIP’s end-markets.
Equity Ownership
| Metric | Apr 8, 2024 | Apr 10, 2025 |
|---|---|---|
| Common shares owned (outstanding) | 72,250 | 72,250 |
| Shares acquirable within 60 days (RSUs/options) | 45,491 (RSUs) | 64,778 (RSUs) |
| Total beneficial ownership (shares) | 117,741 | 137,028 |
| Ownership % of outstanding | <1% (out of 38,367,791 shares) | <1% (out of 41,463,290 shares) |
| Options outstanding | None | None |
Ownership alignment safeguards:
- Stock ownership guidelines adopted Feb 2025 require non-employee directors to hold AIP stock valued at 5× annual cash retainer; 5-year compliance window; evaluated annually using original acquisition cost (not mark-to-market). Individual compliance status not disclosed.
- Insider Trading Policy prohibits hedging, short sales, derivatives on AIP stock, margin purchases, and pledging.
Governance Assessment
- Board effectiveness: Chitkara’s audit chair role, independence, and financial expertise strengthen financial reporting oversight and risk controls; attendance thresholds met across 2023–2024.
- Compensation/ownership alignment: Cash fees modest; equity grants align director interests with shareholders; ownership guidelines further reinforce alignment though individual compliance status is not disclosed.
- Conflicts/related-party exposure: No Chitkara-related transactions disclosed; strong related-person policy and Audit Committee gatekeeping reduce conflict risk.
- Signals affecting investor confidence: EGC status precludes say-on-pay votes for now; audit fee oversight and stable committee structures are positive; policy prohibiting hedging/pledging is a strong alignment safeguard.
- Watch items: Multiple external boards can increase time demands; however, attendance met thresholds; continue monitoring meeting attendance and committee engagement.
Insider filings compliance:
- Company reported Section 16 compliance for 2024 with exceptions unrelated to Chitkara (late Form 4 for Antonio Viana); for 2025 exceptions involved Janac corrections; no issues noted for Chitkara.